[8-K] ReposiTrak, Inc. Reports Material Event

Rhea-AI Filing Summary

ReposiTrak, Inc. reported the results of its Annual Meeting of Stockholders held on November 19, 2025. Stockholders elected four directors — Randall K. Fields, Robert W. Allen, Ronald C. Hodge and Peter J. Larkin — each by a plurality of votes cast, with support of more than 9.4 million votes for each nominee.

Stockholders also approved, on a non-binding advisory basis, the executive compensation program, with approximately 9.4 million votes cast in favor versus smaller amounts against or abstaining. In a separate advisory vote on how often to hold future say-on-pay votes, the largest number of votes, about 7.3 million, supported holding the vote every three years, and the Board determined that frequency going forward.

Additionally, stockholders ratified the appointment of Haynie & Company as the Company’s independent registered public accounting firm. These outcomes confirm continuity in the Company’s board composition, executive pay approach, and audit arrangements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 19, 2025

REPOSITRAK, INC.

(Exact name of Registrant as specified in its Charter)

Nevada	001-34941	37-1454128
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

5282 South Commerce Drive, Suite D292, Murray, Utah 84107

(Address of principal executive offices)

(435) 645-2000

(Registrant’s Telephone Number)

Not Applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common stock, par value $0.01 per share	TRAK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

Emerging growth company ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 19, 2025, ReposiTrak, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the results of the voting are set forth below:

Proposal No. 1- Election of Directors

		For				Withheld
Randall K. Fields			9,452,676.5				120,944
Robert W. Allen			9,404,209.5				169,411
Ronald C. Hodge			9,405,836.5				167,784
Peter J. Larkin			9,407,460.5				166,160

The Company’s directors are elected by a plurality of the votes cast. Accordingly, each of the nominees named above was elected to serve on the Company’s Board of Directors until the Company’s 2025 annual meeting of stockholders, or until their successors are elected and qualified.

Proposal No. 2 – Advisory Vote to Approve Executive Compensation

		For				Against				Abstain
Votes			9,385,685.5				60,891				127,044

The vote required to approve the non-binding advisory vote on executive compensation paid to the Company’s named executive officers was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as reported in the Company’s definitive proxy statement filed on October 2, 2025. 

Proposal No. 3 – Advisory Vote to Approve the Frequency of Advisory Votes on Executive Compensation

		1 Year				2 Years				3 Years				Abstain
Votes			1,638,059				599,133				7,326,473.5				9,955

Based upon the results of the advisory votes of this Proposal No. 3, the Board has determined that a non-binding advisory vote on executive compensation will be presented to stockholders every three years. The next required vote on the frequency of such advisory vote on executive compensation will be at the Company’s 2031 Annual Meeting of Stockholders. 

Proposal No. 4 – Ratification of the Appointment of Haynie & Company as the Company’s Independent Auditors for the Fiscal Year Ending June 30, 2026

		For				Against				Abstain
Votes			10,406,854.5				34,133				96,383

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast at the Annual Meeting. Accordingly, stockholders ratified the appointment of Haynie & Company as the Company’s registered public accounting firm auditors for the fiscal year ending June 30, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REPOSITRAK, INC.
Date: November 20, 2025	/s/ John Merrill
	John Merrill
	Chief Financial Officer

FAQ

What did ReposiTrak, Inc. (TRAK) stockholders approve at the 2025 annual meeting?

At the November 19, 2025 annual meeting, stockholders elected four directors, approved on a non-binding advisory basis the executive compensation of named executive officers, chose to hold advisory votes on compensation every three years, and ratified Haynie & Company as independent auditors.

Which directors were elected to the ReposiTrak (TRAK) board in 2025 and how many votes did they receive?

Stockholders elected Randall K. Fields with 9,452,676.5 votes for, Robert W. Allen with 9,404,209.5 votes for, Ronald C. Hodge with 9,405,836.5 votes for, and Peter J. Larkin with 9,407,460.5 votes for. Each director was elected by a plurality of votes cast to serve until the 2025 annual meeting of stockholders, or until a successor is elected and qualified.

How did ReposiTrak (TRAK) stockholders vote on executive compensation in 2025?

For the advisory vote on executive compensation, stockholders cast 9,385,685.5 votes for, 60,891 votes against, and 127,044 abstentions. This result means stockholders approved on a non-binding advisory basis the compensation paid to named executive officers as described in the October 2, 2025 definitive proxy statement.

How often will ReposiTrak (TRAK) hold future say-on-pay advisory votes?

In the frequency vote, stockholders cast 1,638,059 votes for one year, 599,133 for two years, 7,326,473.5 for three years, and 9,955 abstentions. Based on these results, the Board determined that the advisory vote on executive compensation will be held every three years, with the next required frequency vote at the Company’s 2031 annual meeting.

Who is ReposiTrak’s (TRAK) independent auditor following the 2025 annual meeting vote?

Stockholders ratified the appointment of Haynie & Company as ReposiTrak’s independent registered public accounting firm. The vote on this proposal received 10,406,854.5 votes for, 34,133 votes against, and 96,383 abstentions.

Was the 2025 ReposiTrak (TRAK) say-on-pay vote binding on the company?

No. The stockholder vote to approve executive compensation was explicitly described as a non-binding advisory vote. Stockholders expressed their views, but the result does not by itself change any compensation arrangements.